highlights - grit.group · 7/5/2020  · of borrowings with the weighted average cost of debt...

1
DIRECTORS’ COMMENTARY NATURE OF THE BUSINESS Mara Delta is a pan African property income fund focusing on African real estate assets (excluding South Africa), underpinned by predominantly US Dollar denominated medium to long term leases with high quality counterparties delivering sustainable income. Listed in July 2014, the Company holds dual primary listings on the Stock Exchange of Mauritius (“SEM”) and on the main board of the Johannesburg Stock Exchange (“JSE”). In line with the its strategy to mitigate concentration risk, the Company has increased its geographical footprint to five countries across the continent with the acquisition of new assets in Zambia, Mauritius and Kenya. The Company is currently in negotiations that will further extend the footprint into Uganda. The Group’s strategy remains to expand its property portfolio throughout targeted countries in Africa, with assets that will provide sustainable long term, US Dollar based income from high quality counterparties with a core focus on enhancing shareholder value and dividend yield. REVIEW Results The Company has achieved a 4.1% growth on distribution. The distribution for the period 1 January 2016 to 30 June 2016 of US$5.58 cents per share takes the full year distribution to US$11.75 cents per share, which falls within the forecasted 3% to 6% growth on the previous year’s full year distribution of US$11.28 cents per share. Rental income has increased 65.3% due to the full year impact of the assets acquired in the last quarter of the previous financial year and new acquisitions. The rental income increase included the impact of the US Dollar-based rental escalations as well as the three yearly 10% rent escalations in Anfa Place Shopping Centre. Operating cost percentage rose from 25.0% in 2015 to 25.7% in 2016, this increase is attributable to concessions provided to tenants in Anfa Place Shopping Centre in Morocco as part of the planned upgrade of the centre due to commence in January 2017. The concessions provided for write-offs of a number of disputed invoices (US$0.68 million) as well as to the recovery of municipal taxes (US$1.4 million). In addition, the Company has increased its provision for doubtful debts in Morocco by US$0.83 million. The ability of the Company to utilise its strong dollar position in Mozambique (holding US$15.6 million at year end) has allowed the Company to achieve substantial realised foreign currency gains of US$3.4 million. The denomination of local costs and taxes in Mozambique Meticais and the significant depreciation of the Meticais versus the Dollar (66% in 2016) has resulted in monthly exchange profits which shall continue as the Meticais continues its slide versus the Dollar in the months to come. Net finance costs increase in line with the additional US$60.0 million debt raised during the year. Despite the increase in Libor rates during the year, the Company has made significant progress in reducing its cost of borrowings with the weighted average cost of debt decreasing to 6.22% for the year ended 30 June 2016 (2015: 6.94%). The weighted average cost of debt for the month of June 2016 was 5.66%, with this rate seen as the benchmark for the 2017 financial year. Capital raised During the year, the Company has successfully raised capital of US$44.8 million, through the issue of 26 404 683 shares at an average issue price of US$1.70 per share. In line with its commitment to enhance shareholder value, the Company issued all shares at a premium of US$0.04 to the average net asset value per share of US$1.66. On 22 August 2016, the Company issued an additional 645 441 shares at an issue price of US$1.65 per share, raising US$1.064 million from Pivotal. The proceeds of these issuances were utilised as part payment of new assets acquired and to settle the merger costs. Corporate action during the year On 25 May 2016, all conditions precedent to the merger with Pivotal were met. As a result, the Company took transfer of the 45.5% stake in the Buffalo Mall Navaisha in Kenya and completed the internalisation of the asset management contract. The recent announcement of Pivotal’s sale to Redefine Properties Limited (“Redefine”) and the Redefine’s strategy which excludes Africa will result in Redefine seeking a managed exit from Mara Delta over the next few months. The 13.1% shareholding in the Company will be sold to a suitable new strategic shareholder whose African aspirations mirror that of Mara Delta. As a result, Pivotal and Mara Delta have mutual agreement not to proceed with the sale of the Oando Wings Office Complex in Nigeria. Debt raised During the year, Mara Delta closed favourable finance deals with Afrasia Bank, Investec Bank, Barclays Bank and Banco Unico. Mara Delta has developed successful banking relationships with a number of banks within its countries of operations, this combined with the existing relationship with Standard Bank across the continent and a new finance partner in the form of Bank of China (to be closed on transfer of the Cosmopolitan Mall), places the Group in a strong position to obtain cost-effective finance packages to complement the strong asset portfolio. These relationships with new financing partners means Mara Delta is well placed to reduce any refinance risk and allows for further scope to reduce borrowing costs in the future. The current exposure to various lenders and currencies are detailed below: Mara Delta and its subsidiaries (“Group”) successfully raised the following debt facilities during the year to 30 June 2016: In August 2015, the Group secured a Revolver facility of US$10.0 million from AfrAsia Bank in Mauritius. Subsequently in March 2016, this facility was increased to US$20.0 million. This facility is a key risk mitigant for the Group, enabling it to manage the timing of equity raises and allows for flexibility in drawing funds for the various countries of operation. On 22 July 2015, the Group finalised a medium-term finance agreement with Standard Bank of South Africa, with the proceeds of US$38.0 million being utilised to settle the Standard Bank Mozambique bridging facility of US$24.3 million that was in place at the previous year-end for the acquisition of the Hollard Building and the Vodacom Building. The Group entered into an interest rate swap agreement to fix 70% of this facility’s interest exposure. On 11 February 2016, Investec Bank provided a long-term facility of US$51.2 million to Freedom Property Fund, a subsidiary of the Company owning Anfa Place Shopping Centre in Morocco. The loan was the first entry into the Moroccan market by Investec Bank. The loan, denominated in Euros (60%) and US Dollars (40%) (based on the currency weighting of the Moroccan Dirham), has secured a lower cost of borrowing attached to the hard currencies versus the higher Moroccan Dirham-based lending rate. The proceeds of the loan have been utilised to settle the vendor loan, which arose on the acquisition of the Moroccan property. This refinance transaction has resulted in a significant reduction of the 8.9% borrowing costs associated with the vendor loan to the all-in interest rate of 4.18% (of which 65% is at a fixed interest rate). On 22 February 2016, the Company secured a loan of US$7.9 million from Barclays Mauritius to finance the Barclays House Building in Ebene, Mauritius. In line with the hedging policy, 70% of the interest rate exposure has been fixed. The Group’s weighted average cost of debt is illustrated below: The Group’s debt expiry profile and debt composition are as follows: Mara Delta Property Holdings Limited (previously Delta Africa Property Holdings Limited) (Registered by continuation in the Republic of Mauritius) (Registration number 128881 C1/GBL) SEM share code: DEL.N0000 JSE share code: MDP ISIN: MU0473N00028 (“Mara delta” or “the Company”) Audited abridged consolidated financial statements for the year ended 30 June 2016 (the “financial statements”) Delta Africa directors: Sandile Nomvete (chairman), Bronwyn Anne Corbett*, Peter Todd (lead independent), Maheshwar Doorgakant, Chandra Kumar Gujadhur, Ian Macleod, Leon van de Moortele*, Ashish Thakkar, Jaqueline van Niekerk and David Savage (*executive director) Company secretary: Intercontinental Fund Services Limited Registered address: Level 5, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius Transfer secretary (South Africa): Computershare Investor Services Proprietary Limited Registrar and transfer agent (Mauritius): Intercontinental Secretarial Services Limited Corporate advisor and JSE Sponsor: PSG Capital Proprietary Limited Sponsoring broker: Capital Markets Brokers Limited SEM authorised representative and sponsor: Perigeum Capital Limited The Group has actioned the debt due currently by performing the following: On 29 July 2016, the Group settled the SBSA loan of US$11.7 million out of cash reserves. On 1 August, the Group converted the short-term loan of MZN182.7 million (US$2.9 million) to a long- term loan, repayable over 10 years, with an interest rate of 19.68%. The Group has secured a long term loan facility with Bank of China to refinance the US$19.0 million due in December 2016. The Group’s loan to value ratio at 30 June 2016 was 48.85%, up from the 45.2% reported in June 2015, while maintaining an interest cover of 2.22 for the year ended 30 June 2016. In line with the Group’s treasury policy, the Group has secured fixed interest rates on 64.6% of the interest rate exposure on property loans. Asset acquisitions and geographical footprint in Africa Acquisitions during the year Zimpeto Square, a 4,764m 2 retail mall in Maputo Mozambique, transferred on 15 October 2015 for a total consideration of US$10.6 million. A 50% interest in the Makuba Mall, a 28,235m 2 retail mall in Kitwe, Zambia, transferred on 1 December 2015, for a net purchase price of US$17.5 million (made up of the asset value of US$31.5 million less debt of US$14 million). A 50% interest in the Kafubu Mall, an 11,964m 2 retail mall in Ndola, Zambia, transferred on 1 December 2015, for a net purchase price of US$4.1 million (made up of the asset value of US$9.1 million less debt of US$5 million). Barclays House, a 7,700m 2 commercial office building in Ebene, Mauritius, transferred on 22 February 2016 for a consideration of US$13.5 million (US$14.2 million including costs). A 45.5% interest in the Buffalo Mall in Navaisha, Kenya, a 6,167m 2 retail, commercial and entertainment centre for US$4.1 million (made up of US$6.1 million less debt of US$2.0 million), transferred on 25 May 2016; and The 6,374m 2 Bollore/Plexus warehousing compound in Pemba, Mozambique, for US$8.6 million, transferred on 29 May 2016. Current acquisitions The Vale accommodation compound in Tete, Mozambique, consisting of 83 villas and 40 apartments with a net purchase price of US$16.6 million (made up of the asset value of US$33.1 million less debt of US$16.5 million), although the risks and rewards of ownership have passed to the Group on 1 December 2015, physical transfer is anticipated during September 2016 once the subdivision of the property is completed. A 50% interest in the Cosmopolitan Mall, a 26,152m 2 retail mall in Lusaka, for a net purchase price of US$24.1 million (made up of the asset value of US$37.1 million less debt of US$13.0 million), transfer is expected in October 2016 once the Company receives the required Shareholder and COMESA Competition Commission approval. The portfolio composition (including current acquisitions assets that are pending transfer) is as follows: CURRENT PORTFOLIO Retail Commercial Industrial Other Total Number of properties 6 4 1 1 12 Property value/Acquisition price 195.0 120.2 8.6 35.0 358.7 Weighted average capitalisation rate 6.87% 8.28% 8.72% 9.35% 7.63% WALE (years by income) 5.8 years 5.5 years 3.9 years 4.0 years 5.5 years Weighted average lease escalations 3.56% 4.65% 0.00% 3.00% 3.79% Weighted average gross US$ rental per m 2 per month 21.4 29.6 11.8 23.5 23.2 GLA (m 2 ) 72 094 30 999 6 374 12 966 122 433 Acquisition pipeline of the Group The pipeline of the Group (which is targeted to be acquired before 31 December 2016) is as follows: Property description Location Expected acquisition price Equity required Debt required Target property yield Anadarko Phase II Maputo, Mozambique 15.14 6.09 9.04 10.6% Distribution Centre in Kenya Nairobi, Kenya 20.52 10.72 9.89 8.4% Tamassa Hotel Bel Ombre, Mauritius 42.61 18.61 24.24 8.0% Mall de Tete Tete, Mozambique 27.26 13.68 13.71 9.3% 105.53 49.10 56.88 8.8% Vacancies Portfolio vacancies have remained stable at an overall portfolio vacancy of 7% (2015: 4.3%). The primary contributor to this vacancy percentage is Anfa Place Shopping Centre with strategic vacancies due to a pending upgrade of the centre. In this regard we have received firm expression of interest from new tenancies to occupy approximately 40% of current vacancies. Portfolio vacancies excluding Anfa Place Shopping Centre are 0.4%. Foreign currency movements Although the Group operates primarily in US Dollars, operations in various countries incur local costs and taxes denominated in local currencies. Mozambique generates net cash flow in US Dollars, with the Group requiring to convert 18% of its US Dollar cash generated to local Meticais in order to cover its local operating costs and taxes. Morocco’s cash generation is in Dirhams, with the local currency being weighted 60% to the Euro and 40% to the Dollar, the underlying currency exposure to the Group is the USD:EUR exchange rate. In Mauritius, the leases on the Barclays House Building are denominated in Mauritian Rupees (“MUR”). The Group entered into a par forward contract with Barclays in order to provide a hedge to any potential Rupee fluctuation to the Dollar. The introduction of Cosmopolitan Mall into the Zambian pool of assets will result in Group eliminating any material exposure to the Kwacha, with the Kwacha cash generation being utilised to cover all local operating costs and taxes allowing the remaining US Dollar cash generation to be paid to shareholders and financiers. The Group’s ability to pay monthly dividends from Zambia further reduces any currency risk in Zambia. The below graph shows the performance of the currencies in the Group’s operating jurisdictions: SUBSEQUENT EVENTS Other than those items mentioned above, no material event took place between the 30 June 2016 and the reporting date. OUTLOOK Whilst the Board recognises the complexity and risk in Africa the Group has positioned itself with a skilled and experienced management team and platform to capitalise on the significant opportunities on the continent. The forecasted growth of 2% to 4% in US Dollars and the ability to convert on yield accretive available pipeline of US$168.3 million with strong counterparties are extremely positive. Any forecast included above has been based on the assumption, of stable regional, political and economic environments as well as a stable global macroeconomic environment. This forecast is the responsibility of the Mara Delta Board and has not been reviewed or reported on by the auditors of the Company. GOING CONCERN Having considered the Group’s budget and cash flow, the directors are of the opinion that the Group has adequate resources to continue operating for the foreseeable future and that it is appropriate to adopt the going-concern basis in preparing the Group’s financial statements. The directors have satisfied themselves that the Group is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements. This communiqué is issued pursuant to SEM Listing Rule 11.3 and 12.14 and section 88 of the Mauritian Securities Act 2005 and the JSE Listings Requirements. The board accepts full responsibility for the accuracy of the information contained in these abridged audited consolidated financial statements and this communiqué. Highlights Full year distribution of – US$11.75 cents achieved (4.13% growth) Hard currency denominated rentals – 87% A grade tenants – 90% of portfolio US$44.67 million capital raised – 2.3% premium to NAV WACD – 6.22% (2015: 6.94%) www.maradelta.com CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Audited for the year ended 30 June 2016 $ Audited for the year ended 30 June 2015 $ Gross rental income 23,012,093 13,918,198 Straight-line rental income accrual 2,217,399 2,622,295 Revenue 25,229,492 16,540,493 Income from associates 3,219,866 Property operating expenses (5,915,324) (3,477,760) Net property income 22,534,034 13,062,733 Other income 946,447 384,061 Administrative expenses (3,856,608) (1,711,297) Profit from operations 19,623,873 11,735,497 Acquisition fees (990,338) (3,291,940) Set-up and merger costs (848,462) (829,279) Fair value adjustment on investment property (3,759,543) 4,560,459 Fair value adjustment on financial instruments (99,198) Gain from bargain purchase 250,515 3,504,523 Unrealised foreign currency loss (725,284) (11,803,314) Realised foreign currency gain 3,489,058 551,853 Profit before interest and taxation 16,940,621 4,427,799 Interest income 170,158 91,478 Finance costs (9,698,267) (3,640,293) Profit for the period before tax 7,412,512 878,984 Current tax expense (1,493,959) (78,542) Deferred tax expense (3,944,764) (617,062) Profit for the period after tax 1,973,789 183,380 Other comprehensive income Profit/(loss) on translation of functional currency 783,491 (838,254) Total comprehensive income/(loss) 2,757,280 (654,874) Audited for the year ended 30 June 2016 $ Audited for the year ended 30 June 2015 $ Reconciliation of basic earnings and headline earnings Basic earnings 1,973,789 183,380 Less: Fair value adjustments on investment property 3,759,543 (4,560,459) Gain from bargain purchase (250,515) (3,504,523) Fair value adjustment on investment in associate (1,418,401) Fair value adjustment on financial instruments 99,198 Headline earnings/(loss) attributable to shareholders 4,163,614 (7,881,601) Unaudited for the year ended 30 June 2016 $ Unaudited for the year ended 30 June 2015 $ Reconciliation of headline earnings and distribution Headline earnings/(loss) attributable to shareholders 4,163,614 (7,881,601) Less: Straight-line rental income accrual (net of deferred taxation) (1,682,107) (1,815,090) Unrealised foreign currency exchange differences 725,284 11,803,314 Acquisition costs of investment property 990,338 3,626,253 Share in income from associates 1,418,401 Deferred taxation – other 3,409,472 Set-up and merger costs 848,462 829,279 Shares issued antecedent dividend 635,547 Profits released/(retained) 120,535 (175,538) Distributable earnings attributable to shareholders 10,629,546 6,386,617 Less: Distribution declared Interim 5,046,135 2,963,433 Final (declared after 30 June) 5,583,411 3,423,184 Distributable earnings attributable to shareholders 10,629,546 6,386,617 Number of shares in issue at interim 81,785,009 44,656,447 Number of shares in issue at year-end 100,061,130 73,656,447 Weighted average number of shares* 81,725,430 47,104,850 Earnings per share Basic and diluted earnings per share (cents) 2.42 0.39 Headline diluted earnings/(loss) per share (cents) 5.09 (16.73) Distribution per share Distribution per share (cents) – interim 6.17 6.64 Distribution per share (cents) – final (declared after 30 June) 5.58 4.65 Distribution per share (cents) – full year 11.75 11.28 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Audited for the year ended 30 June 2016 $ Audited for the year ended 30 June 2015 $ Assets Non-current assets Investment property 248,545,665 210,390,631 Fair value of property portfolio 243,705,971 207,768,336 Straight-line rental income accrual 4,839,694 2,622,295 Property, plant and equipment 803,240 96,512 Investments in associates 45,945,339 Intangible assets 5,699,199 8,774 Related party loans 978,277 11,778 Deferred tax 5,984,142 190,143 Total non-current assets 307,955,862 210,697,838 Current assets Trade and other receivables 18,101,466 18,777,373 Cash and cash equivalents 17,771,821 6,565,282 Total current assets 35,873,287 25,342,655 Total assets 343,829,149 236,040,493 Equity and liabilities Total equity attributable to equity holders Share capital 171,995,298 127,958,794 Foreign currency translation reserve (1,898) (785,389) Antecedent dividend reserve 635,547 Retained loss (9,256,498) (2,760,583) Total equity attributable to equity holders 163,372,449 124,412,822 Liabilities Non-current liabilities Interest-bearing borrowings 127,070,183 10,490,966 Deferred tax 835,646 807,205 Total non-current liabilities 127,905,829 11,298,171 Current liabilities Interest-bearing borrowings 34,548,386 91,165,629 Trade and other payables 15,029,155 8,671,831 Related party loans 1,365,000 Withholding tax payable 33,180 11,893 Current tax payable 1,020,938 137,756 Financial instruments 554,212 Cash and cash equivalents 342,391 Total current liabilities 52,550,871 100,329,500 Total liabilities 180,456,700 111,627,671 Total equity and liabilities 343,829,149 236,040,493 Net asset value per share (cents) 163.27 168.91 Net asset value per share (excluding deferred taxation) (cents) 158.13 169.75 CONSOLIDATED STATEMENT OF CASH FLOWS Audited for the year ended 30 June 2016 $ Audited for the year ended 30 June 2015 $ Cash generated from/(utilised in) operations 19,286,276 (6,715,572) Interest received 170,158 91,477 Finance costs (9,241,646) (4,357,686) Taxation paid (589,490) (171,207) Dividends paid (8,469,704) (2,963,434) Net cash generated from/(utilised in) operating activities 1,155,594 (14,116,422) Acquisition of investment property (31,490,817) (172,115,747) Acquisition of property, plant and equipment (798,114) Acquisition of intangible assets (593,172) Net cash outflow on acquisition of subsidiaries and associates (31,419,780) (31,115,210) Dividends received from associates 1,786,552 Loans raised from/(advanced to) related parties 398,501 263,956 Net cash utilised in investing activities (62,116,830) (202,967,002) Proceeds from the issue of shares 40,695,047 126,825,299 Share issue expenses (158,256) (3,610,335) Proceeds from interest-bearing borrowings 142,152,774 122,745,142 Settlement of interest-bearing borrowings (110,179,398) (23,303,118) Net cash generated from financing activities 72,510,166 222,656,987 Net movement in cash and cash equivalents 11,548,930 5,573,563 Cash at the beginning of the year 6,222,891 649,328 Total cash at the end of the year 17,771,821 6,222,891 CONDENSED CONSOLIDATED SEGMENTAL ANALYSIS Morocco Mozambique Zambia Kenya Mauritius Total Geographical location 2016 $ Gross rental income 10,341,658 11,997,205 673,230 23,012,093 Straight-line rental income accrual 630,031 1,282,085 305,283 2,217,399 Property operating expenses (4,602,647) (1,280,896) (31,781) (5,915,324) Income from associate 3,213,569 6,297 3,219,866 Net property rental and related income 6,369,042 11,998,394 3,213,569 6,297 946,732 22,534,034 Fair value adjustment (4,816,060) 1,050,000 6,516 (99,197) (3,858,741) Investment property 100,621,562 131,233,000 3,000,000 13,691,103 248,545,665 Investment property at fair value 98,395,047 128,925,104 3,000,000 13,385,820 243,705,971 Straight-line rental income accrual 2,226,515 2,307,896 305,283 4,839,694 Investment in associates 41,420,485 4,524,854 45,945,339 Other assets 13,675,651 17,408,297 235,910 4,164 18,014,124 49,338,146 Total assets 114,297,213 148,641,297 44,656,394 4,529,018 31,705,227 343,829,149 Total liabilities 58,115,597 59,078,563 19,216,196 10,220 44,036,124 180,456,700 Retail Office Light Industrial Accommo- dation Corporate Total Type of property 2016 $ Gross rental income 11,197,234 9,606,224 75,000 2,133,635 23,012,093 Straight-line rental income accrual 766,487 1,450,912 2,217,399 Property operating expenses (4,844,152) (924,872) (146,300) (5,915,324) Income from associate 3,219,866 3,219,866 Net property rental and related income 10,339,435 10,132,264 75,000 1,987,335 22,534,034 Fair value adjustment (3,959,544) 100,803 (3,858,741) Investment property 114,671,561 119,591,104 8,663,000 5,620,000 248,545,665 Investment property at fair value 112,308,591 117,114,380 8,663,000 5,620,000 243,705,971 Straight-line rental income accrual 2,362,970 2,476,724 4,839,694 Investment in associates 45,945,339 45,945,339 Other assets 14,159,059 23,922,493 647,843 1,987,335 8,621,415 49,338,145 Total assets 174,775,959 143,513,597 9,310,843 7,607,335 8,621,415 343,829,149 Total liabilities 80,507,020 64,526,372 29,316 35,393,992 180,456,700 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share Capital $ Foreign currency translation reserve $ Antecedent dividend reserve $ Retained Earnings/ (Revenue deficit) $ Total equity holders $ GROUP Balance as at 1 July 2014 864,655 52,865 19,471 936,991 Profit for the year 183,380 183,380 Foreign currency translation reserve movement (838,254) (838,254) Dividends paid (2,963,434) (2,963,434) Shares issued 130,704,474 130,704,474 Share issue expenses (3,610,335) (3,610,335) Balance as at 30 June 2015 127,958,794 (785,389) (2,760,583) 124,412,822 Profit for the year 1,973,789 1,973,789 Dividends paid (8,469,704) (8,469,704) Foreign currency translation reserve movement 783,491 783,491 Shares issued 44,830,306 44,830,306 Share issue expenses (158,255) (158,255) Transfer from share issues (635,547) 635,547 Balance as at 30 June 2016 171,995,298 (1,898) 635,547 (9,256,498) 163,372,449 NOTES The abridged audited consolidated financial statements for the year ended 30 June 2016 have been prepared in accordance with the measurement and recognition requirements of International Financial Reporting Standards (“IFRS”), the JSE Listings Requirements, the SEM Listing Rules and the requirements of the Mauritian Companies Act 2001 and the method of computation followed per the abridged audited financial statements for the year ended 30 June 2015. The Group is required to publish financial results for the year ended 30 June 2016 in terms of the Listing Rule 12.14 of the SEM and JSE Listings Requirements. The directors are not aware of any matters or circumstances arising subsequent to the year ended 30 June 2016 that require any additional disclosure or adjustment to the financial statements. These abridged audited consolidated financial statements were approved by the board on 2 September 2016. BDO & Co have issued their unqualified audit opinion on the Group’s financial statements for the year ended 30 June 2016. Copies of the abridged audited consolidated financial statements and the statement of direct and indirect interests of each officer of the Company, pursuant to rule 8(2)(m) of the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007, are available free of charge, upon request at the Company’s registered address. Contact person: Kesaven Moothoosamy. Declaration of final dividend Shareholders are advised that dividend number 6 of US$5.58000 cents per share for the six months ended 30 June 2016 has been declared. The source of the cash dividend is from rental income and cum-dividend reserve. Salient dates and times For shareholders on the Mauritian Register Announcement of results of cash dividend on JSE and SEM Monday, 5 September 2016 Announcement of US$ to Rand conversion rate released on SEM website by no later than 13:00 Monday, 19 September 2016 Last date to trade cum dividend Tuesday, 20 September 2016 Shares trade ex-dividend Wednesday, 21 September 2016 Record date of dividend on JSE Friday, 23 September 2016 Payment date of dividend Monday, 3 October 2016 Notes 1. All dates and times quoted above are local dates and times in Mauritius. The above dates and times are subject to change. Any changes will be released on the SEM website. 2. No dematerialisation or rematerialisation of share certificates nor transfer of shares between sub-registers in Mauritius and South Africa may take place between Monday, 19 September 2016 and Friday, 23 September 2016, both days inclusive. For shareholders on the South African Register Announcement of results of cash dividend on JSE and SEM Monday, 5 September 2016 Announcement of US$ to Rand conversion rate released on SENS by no later than 11:00 Monday, 19 September 2016 Last date to trade cum dividend Tuesday, 20 September 2016 Shares trade ex-dividend Wednesday, 21 September 2016 Record date of dividend on JSE Friday, 23 September 2016 Payment date of dividend Monday, 3 October 2016 Notes 1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be released on SENS. 2. No dematerialisation or rematerialisation of share certificates nor transfer of shares between sub-registers in Mauritius and South Africa may take place between Monday, 19 September 2016 and Friday, 23 September 2016, both days inclusive. 3. Shareholders on the South African sub-register will receive dividends in South African Rand, based on the exchange rate to be obtained by the Company on or before Monday, 19 September 2016. A further announcement in this regard will be made on Monday, 19 September 2016. In terms of the JSE Listings Requirements regarding Dividends Tax, the following information is only of direct application to shareholders on the South African share register, as the dividend is regarded as a foreign dividend for shareholders on the South African register: the final dividend is subject to South African Dividends Tax; the local dividend tax rate is 15%; – there is no withholding tax payable in Mauritius; the number of ordinary shares in issue is 100,061,130; and the Mauritian income tax reference number of the Company is 27331528. By order of the board 2 September 2016 JSE sponsor and corporate advisor to Mara Delta SEM authorised representative and sponsor to Mara Delta

Upload: others

Post on 03-Aug-2020

1 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Highlights - grit.group · 7/5/2020  · of borrowings with the weighted average cost of debt decreasing to 6.22% for the year ended 30 June 2016 (2015: 6.94%). The weighted average

Directors’ commentarynature of the businessMara Delta is a pan African property income fund focusing on African real estate assets (excluding South Africa), underpinned by predominantly US Dollar denominated medium to long term leases with high quality counterparties delivering sustainable income. Listed in July 2014, the Company holds dual primary listings on the Stock Exchange of Mauritius (“SEM”) and on the main board of the Johannesburg Stock Exchange (“JSE”).

In line with the its strategy to mitigate concentration risk, the Company has increased its geographical footprint to five countries across the continent with the acquisition of new assets in Zambia, Mauritius and Kenya. The Company is currently in negotiations that will further extend the footprint into Uganda.

The Group’s strategy remains to expand its property portfolio throughout targeted countries in Africa, with assets that will provide sustainable long term, US Dollar based income from high quality counterparties with a core focus on enhancing shareholder value and dividend yield.

review

Results

The Company has achieved a 4.1% growth on distribution. The distribution for the period 1 January 2016 to 30 June 2016 of US$5.58 cents per share takes the full year distribution to US$11.75 cents per share, which falls within the forecasted 3% to 6% growth on the previous year’s full year distribution of US$11.28 cents per share.

Rental income has increased 65.3% due to the full year impact of the assets acquired in the last quarter of the previous financial year and new acquisitions. The rental income increase included the impact of the US Dollar-based rental escalations as well as the three yearly 10% rent escalations in Anfa Place Shopping Centre.

Operating cost percentage rose from 25.0% in 2015 to 25.7% in 2016, this increase is attributable to concessions provided to tenants in Anfa Place Shopping Centre in Morocco as part of the planned upgrade of the centre due to commence in January 2017. The concessions provided for write-offs of a number of disputed invoices (US$0.68 million) as well as to the recovery of municipal taxes (US$1.4 million). In addition, the Company has increased its provision for doubtful debts in Morocco by US$0.83 million.

The ability of the Company to utilise its strong dollar position in Mozambique (holding US$15.6 million at year end) has allowed the Company to achieve substantial realised foreign currency gains of US$3.4 million. The denomination of local costs and taxes in Mozambique Meticais and the significant depreciation of the Meticais versus the Dollar (66% in 2016) has resulted in monthly exchange profits which shall continue as the Meticais continues its slide versus the Dollar in the months to come.

Net finance costs increase in line with the additional US$60.0 million debt raised during the year. Despite the increase in Libor rates during the year, the Company has made significant progress in reducing its cost of borrowings with the weighted average cost of debt decreasing to 6.22% for the year ended 30 June 2016 (2015: 6.94%). The weighted average cost of debt for the month of June 2016 was 5.66%, with this rate seen as the benchmark for the 2017 financial year.

Capital raised

During the year, the Company has successfully raised capital of US$44.8 million, through the issue of 26 404 683 shares at an average issue price of US$1.70 per share. In line with its commitment to enhance shareholder value, the Company issued all shares at a premium of US$0.04 to the average net asset value per share of US$1.66. On 22 August 2016, the Company issued an additional 645 441 shares at an issue price of US$1.65 per share, raising US$1.064 million from Pivotal. The proceeds of these issuances were utilised as part payment of new assets acquired and to settle the merger costs.

Corporate action during the year

On 25 May 2016, all conditions precedent to the merger with Pivotal were met. As a result, the Company took transfer of the 45.5% stake in the Buffalo Mall Navaisha in Kenya and completed the internalisation of the asset management contract.

The recent announcement of Pivotal’s sale to Redefine Properties Limited (“Redefine”) and the Redefine’s strategy which excludes Africa will result in Redefine seeking a managed exit from Mara Delta over the next few months. The 13.1% shareholding in the Company will be sold to a suitable new strategic shareholder whose African aspirations mirror that of Mara Delta. As a result, Pivotal and Mara Delta have mutual agreement not to proceed with the sale of the Oando Wings Office Complex in Nigeria.

Debt raised

During the year, Mara Delta closed favourable finance deals with Afrasia Bank, Investec Bank, Barclays Bank and Banco Unico. Mara Delta has developed successful banking relationships with a number of banks within its countries of operations, this combined with the existing relationship with Standard Bank across the continent and a new finance partner in the form of Bank of China (to be closed on transfer of the Cosmopolitan Mall), places the Group in a strong position to obtain cost-effective finance packages to complement the strong asset portfolio. These relationships with new financing partners means Mara Delta is well placed to reduce any refinance risk and allows for further scope to reduce borrowing costs in the future.

The current exposure to various lenders and currencies are detailed below:

Mara Delta and its subsidiaries (“Group”) successfully raised the following debt facilities during the year to 30 June 2016:

• InAugust2015,theGroupsecuredaRevolverfacilityofUS$10.0millionfromAfrAsiaBankinMauritius.Subsequently in March 2016, this facility was increased to US$20.0 million. This facility is a key risk mitigant for the Group, enabling it to manage the timing of equity raises and allows for flexibility in drawing funds for the various countries of operation.

• On22July2015,theGroupfinalisedamedium-termfinanceagreementwithStandardBankofSouthAfrica, with the proceeds of US$38.0 million being utilised to settle the Standard Bank Mozambique bridging facility of US$24.3 million that was in place at the previous year-end for the acquisition of the Hollard Building and the Vodacom Building. The Group entered into an interest rate swap agreement to fix 70% of this facility’s interest exposure.

• On11February2016,InvestecBankprovidedalong-termfacilityofUS$51.2milliontoFreedomPropertyFund,asubsidiaryoftheCompanyowningAnfaPlaceShoppingCentreinMorocco.Theloanwasthefirst entry into the Moroccan market by Investec Bank. The loan, denominated in Euros (60%) and US Dollars (40%) (based on the currency weighting of the Moroccan Dirham), has secured a lower cost of borrowing attached to the hard currencies versus the higher Moroccan Dirham-based lending rate. The proceeds of the loan have been utilised to settle the vendor loan, which arose on the acquisition of the Moroccan property. This refinance transaction has resulted in a significant reduction of the 8.9% borrowing costs associated with the vendor loan to the all-in interest rate of 4.18% (of which 65% is at a fixed interest rate).

• On22February2016,theCompanysecuredaloanofUS$7.9millionfromBarclaysMauritiustofinancethe Barclays House Building in Ebene, Mauritius. In line with the hedging policy, 70% of the interest rate exposure has been fixed.

The Group’s weighted average cost of debt is illustrated below:

The Group’s debt expiry profile and debt composition are as follows:

mara Delta Property holdings Limited (previously Delta africa Property holdings Limited)

(Registered by continuation in the Republic of Mauritius) (Registration number 128881 C1/GBL)

SEM share code: DEL.N0000 JSE share code: MDP ISIN: MU0473N00028

(“mara delta” or “the company”)

Audited abridged consolidated financial statements for the year ended 30 June 2016 (the “financial statements”)

Delta africa directors: Sandile Nomvete (chairman), Bronwyn Anne Corbett*, Peter Todd (lead independent), Maheshwar Doorgakant, Chandra Kumar Gujadhur, Ian Macleod, Leon van de Moortele*, Ashish Thakkar, Jaqueline van Niekerk and David Savage (*executive director)company secretary:IntercontinentalFundServicesLimited

registered address: Level 5, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius

transfer secretary (south africa): Computershare Investor Services Proprietary Limited

registrar and transfer agent (mauritius): Intercontinental Secretarial Services Limited

corporate advisor and Jse sponsor: PSG Capital Proprietary Limited

sponsoring broker: Capital Markets Brokers Limited

sem authorised representative and sponsor: Perigeum Capital Limited

The Group has actioned the debt due currently by performing the following:

• On29July2016,theGroupsettledtheSBSAloanofUS$11.7millionoutofcashreserves.

• On1August,theGroupconvertedtheshort-termloanofMZN182.7million(US$2.9million)toalong-term loan, repayable over 10 years, with an interest rate of 19.68%.

• TheGrouphassecuredalongtermloanfacilitywithBankofChinatorefinancetheUS$19.0millionduein December 2016.

The Group’s loan to value ratio at 30 June 2016 was 48.85%, up from the 45.2% reported in June 2015, while maintaining an interest cover of 2.22 for the year ended 30 June 2016. In line with the Group’s treasury policy, the Group has secured fixed interest rates on 64.6% of the interest rate exposure on property loans.

Asset acquisitions and geographical footprint in Africa

Acquisitions during the year

• ZimpetoSquare,a4,764m2 retail mall in Maputo Mozambique, transferred on 15 October 2015 for a total consideration of US$10.6 million.

• A50%interestintheMakubaMall,a28,235m2 retail mall in Kitwe, Zambia, transferred on 1 December 2015, for a net purchase price of US$17.5 million (made up of the asset value of US$31.5 million less debt of US$14 million).

• A50%interestintheKafubuMall,an11,964m2 retail mall in Ndola, Zambia, transferred on 1 December 2015, for a net purchase price of US$4.1 million (made up of the asset value of US$9.1 million less debt of US$5 million).

• BarclaysHouse,a7,700m2commercialofficebuildinginEbene,Mauritius,transferredon22February2016 for a consideration of US$13.5 million (US$14.2 million including costs).

• A45.5%interestintheBuffaloMallinNavaisha,Kenya,a6,167m2 retail, commercial and entertainment centre for US$4.1 million (made up of US$6.1 million less debt of US$2.0 million), transferred on 25 May 2016; and

• The 6,374m2 Bollore/Plexus warehousing compound in Pemba, Mozambique, for US$8.6 million, transferred on 29 May 2016.

Current acquisitions

• TheValeaccommodationcompound inTete,Mozambique,consistingof83villasand40apartmentswith a net purchase price of US$16.6 million (made up of the asset value of US$33.1 million less debt of US$16.5 million), although the risks and rewards of ownership have passed to the Group on 1 December 2015, physical transfer is anticipated during September 2016 once the subdivision of the property is completed.

• A50%interest intheCosmopolitanMall,a26,152m2 retail mall in Lusaka, for a net purchase price of US$24.1 million (made up of the asset value of US$37.1 million less debt of US$13.0 million), transfer is expected in October 2016 once the Company receives the required Shareholder and COMESA Competition Commission approval.

The portfolio composition (including current acquisitions assets that are pending transfer) is as follows:

current PortfoLio retail commercial industrial other total

number of properties 6 4 1 1 12

Property value/acquisition price 195.0 120.2 8.6 35.0 358.7

weighted average capitalisation rate 6.87% 8.28% 8.72% 9.35% 7.63%

waLe (years by income) 5.8 years 5.5 years 3.9 years 4.0 years 5.5 years

weighted average lease escalations 3.56% 4.65% 0.00% 3.00% 3.79%

weighted average gross us$ rental per m2 per month 21.4 29.6 11.8 23.5 23.2

GLa (m2) 72 094 30 999 6 374 12 966 122 433

Acquisition pipeline of the Group

The pipeline of the Group (which is targeted to be acquired before 31 December 2016) is as follows:

Property description Location

expectedacquisition

price equity

required Debt

required

target property

yield

Anadarko Phase II Maputo, Mozambique 15.14 6.09 9.04 10.6%

Distribution Centre in Kenya Nairobi, Kenya 20.52 10.72 9.89 8.4%

Tamassa Hotel Bel Ombre, Mauritius 42.61 18.61 24.24 8.0%

Mall de Tete Tete, Mozambique 27.26 13.68 13.71 9.3%

105.53 49.10 56.88 8.8%

Vacancies

Portfolio vacancies have remained stable at an overall portfolio vacancy of 7% (2015: 4.3%).

The primary contributor to this vacancy percentage is Anfa Place Shopping Centre with strategic vacancies due to a pending upgrade of the centre. In this regard we have received firm expression of interest from new tenancies to occupy approximately 40% of current vacancies.

Portfolio vacancies excluding Anfa Place Shopping Centre are 0.4%.

Foreign currency movements

Although the Group operates primarily in US Dollars, operations in various countries incur local costs and taxes denominated in local currencies.

Mozambique generates net cash flow in US Dollars, with the Group requiring to convert 18% of its US Dollar cash generated to local Meticais in order to cover its local operating costs and taxes.

Morocco’s cash generation is in Dirhams, with the local currency being weighted 60% to the Euro and 40% to the Dollar, the underlying currency exposure to the Group is the USD:EUR exchange rate.

In Mauritius, the leases on the Barclays House Building are denominated in Mauritian Rupees (“MUR”). The Group entered into a par forward contract with Barclays in order to provide a hedge to any potential Rupee fluctuation to the Dollar.

The introduction of Cosmopolitan Mall into the Zambian pool of assets will result in Group eliminating any material exposure to the Kwacha, with the Kwacha cash generation being utilised to cover all local operating costs and taxes allowing the remaining US Dollar cash generation to be paid to shareholders and financiers. The Group’s ability to pay monthly dividends from Zambia further reduces any currency risk in Zambia.

The below graph shows the performance of the currencies in the Group’s operating jurisdictions:

subseQuent eventsOther than those items mentioned above, no material event took place between the 30 June 2016 and the reporting date.

outLooKWhilst the Board recognises the complexity and risk in Africa the Group has positioned itself with a skilled and experienced management team and platform to capitalise on the significant opportunities on the continent. The forecasted growth of 2% to 4% in US Dollars and the ability to convert on yield accretive available pipeline of US$168.3 million with strong counterparties are extremely positive.

Any forecast included above has been based on the assumption, of stable regional, political and economic environments as well as a stable global macroeconomic environment.

This forecast is the responsibility of the Mara Delta Board and has not been reviewed or reported on by the auditors of the Company.

GoinG concernHaving considered the Group’s budget and cash flow, the directors are of the opinion that the Group has adequate resources to continue operating for the foreseeable future and that it is appropriate to adopt the going-concern basis in preparing the Group’s financial statements. The directors have satisfied themselves that the Group is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements.

This communiqué is issued pursuant to SEM Listing Rule 11.3 and 12.14 and section 88 of the Mauritian Securities Act 2005 and the JSE Listings Requirements. The board accepts full

responsibility for the accuracy of the information contained in these abridged audited consolidated financial statements and this communiqué.

Highlightsfull year distribution of – us$11.75 cents achieved (4.13% growth)hard currency denominated rentals – 87%a grade tenants – 90% of portfolious$44.67 million capital raised – 2.3% premium to navwacD – 6.22% (2015: 6.94%) www.maradelta.com

consoLiDateD statement of comPrehensive income

audited for the year

ended 30 June

2016$

audited for the year

ended 30 June

2015$

Gross rental income 23,012,093 13,918,198Straight-line rental income accrual 2,217,399 2,622,295

revenue 25,229,492 16,540,493Income from associates 3,219,866 –Property operating expenses (5,915,324) (3,477,760)

net property income 22,534,034 13,062,733Other income 946,447 384,061Administrative expenses (3,856,608) (1,711,297)

Profit from operations 19,623,873 11,735,497Acquisition fees (990,338) (3,291,940)Set-up and merger costs (848,462) (829,279)Fairvalueadjustmentoninvestmentproperty (3,759,543) 4,560,459Fairvalueadjustmentonfinancialinstruments (99,198) –Gain from bargain purchase 250,515 3,504,523Unrealised foreign currency loss (725,284) (11,803,314)Realised foreign currency gain 3,489,058 551,853

Profit before interest and taxation 16,940,621 4,427,799Interest income 170,158 91,478Financecosts (9,698,267) (3,640,293)

Profit for the period before tax 7,412,512 878,984Current tax expense (1,493,959) (78,542)Deferred tax expense (3,944,764) (617,062)

Profit for the period after tax 1,973,789 183,380

other comprehensive incomeProfit/(loss) on translation of functional currency 783,491 (838,254)

total comprehensive income/(loss) 2,757,280 (654,874)

audited for the year

ended 30 June

2016$

audited for the year

ended 30 June

2015$

reconciliation of basic earnings and headline earningsBasic earnings 1,973,789 183,380Less:Fairvalueadjustmentsoninvestmentproperty 3,759,543 (4,560,459)Gain from bargain purchase (250,515) (3,504,523)Fairvalueadjustmentoninvestmentinassociate (1,418,401) –Fairvalueadjustmentonfinancialinstruments 99,198 –

headline earnings/(loss) attributable to shareholders 4,163,614 (7,881,601)

unaudited for the

year ended 30 June

2016$

unaudited for the

year ended 30 June

2015$

reconciliation of headline earnings and distribution

Headline earnings/(loss) attributable to shareholders 4,163,614 (7,881,601)

Less: Straight-line rental income accrual (net of deferred taxation) (1,682,107) (1,815,090)

Unrealised foreign currency exchange differences 725,284 11,803,314Acquisition costs of investment property 990,338 3,626,253Share in income from associates 1,418,401 –Deferred taxation – other 3,409,472 –Set-up and merger costs 848,462 829,279Shares issued antecedent dividend 635,547 –Profits released/(retained) 120,535 (175,538)

Distributable earnings attributable to shareholders 10,629,546 6,386,617

Less: Distribution declared

Interim 5,046,135 2,963,433

Final(declaredafter30June) 5,583,411 3,423,184

Distributable earnings attributable to shareholders 10,629,546 6,386,617

Number of shares in issue at interim 81,785,009 44,656,447Number of shares in issue at year-end 100,061,130 73,656,447Weighted average number of shares* 81,725,430 47,104,850

earnings per shareBasic and diluted earnings per share (cents) 2.42 0.39Headline diluted earnings/(loss) per share (cents) 5.09 (16.73)

Distribution per share – –Distribution per share (cents) – interim 6.17 6.64Distribution per share (cents) – final (declared after 30 June) 5.58 4.65

Distribution per share (cents) – full year 11.75 11.28

consoLiDateD statement of financiaL Position

audited for the year

ended 30 June

2016$

audited for the year

ended 30 June

2015$

assetsnon-current assetsInvestment property 248,545,665 210,390,631

Fairvalueofpropertyportfolio 243,705,971 207,768,336Straight-line rental income accrual 4,839,694 2,622,295

Property, plant and equipment 803,240 96,512Investments in associates 45,945,339 –Intangible assets 5,699,199 8,774Related party loans 978,277 11,778Deferred tax 5,984,142 190,143

total non-current assets 307,955,862 210,697,838

current assetsTrade and other receivables 18,101,466 18,777,373Cash and cash equivalents 17,771,821 6,565,282

total current assets 35,873,287 25,342,655

total assets 343,829,149 236,040,493

equity and liabilitiestotal equity attributable to equity holdersShare capital 171,995,298 127,958,794Foreigncurrencytranslationreserve (1,898) (785,389)Antecedent dividend reserve 635,547 –Retained loss (9,256,498) (2,760,583)

total equity attributable to equity holders 163,372,449 124,412,822

Liabilitiesnon-current liabilitiesInterest-bearing borrowings 127,070,183 10,490,966Deferred tax 835,646 807,205

total non-current liabilities 127,905,829 11,298,171

current liabilitiesInterest-bearing borrowings 34,548,386 91,165,629Trade and other payables 15,029,155 8,671,831Related party loans 1,365,000 –Withholding tax payable 33,180 11,893Current tax payable 1,020,938 137,756Financialinstruments 554,212 –Cash and cash equivalents – 342,391

total current liabilities 52,550,871 100,329,500

total liabilities 180,456,700 111,627,671

total equity and liabilities 343,829,149 236,040,493

Net asset value per share (cents) 163.27 168.91Net asset value per share (excluding deferred taxation) (cents) 158.13 169.75

consoLiDateD statement of cash fLows

audited for the year

ended 30 June

2016$

audited for the year

ended 30 June

2015$

Cash generated from/(utilised in) operations 19,286,276 (6,715,572)Interest received 170,158 91,477Financecosts (9,241,646) (4,357,686)Taxation paid (589,490) (171,207)Dividends paid (8,469,704) (2,963,434)

net cash generated from/(utilised in) operating activities 1,155,594 (14,116,422)

Acquisition of investment property (31,490,817) (172,115,747)Acquisition of property, plant and equipment (798,114) –Acquisition of intangible assets (593,172) –Net cash outflow on acquisition of subsidiaries and associates (31,419,780) (31,115,210)Dividends received from associates 1,786,552 –Loans raised from/(advanced to) related parties 398,501 263,956

net cash utilised in investing activities (62,116,830) (202,967,002)

Proceeds from the issue of shares 40,695,047 126,825,299Share issue expenses (158,256) (3,610,335)Proceeds from interest-bearing borrowings 142,152,774 122,745,142Settlement of interest-bearing borrowings (110,179,398) (23,303,118)

net cash generated from financing activities 72,510,166 222,656,987

net movement in cash and cash equivalents 11,548,930 5,573,563Cash at the beginning of the year 6,222,891 649,328

total cash at the end of the year 17,771,821 6,222,891

conDenseD consoLiDateD seGmentaL anaLysis morocco mozambique Zambia Kenya mauritius total

Geographical location 2016 $

Gross rental income 10,341,658 11,997,205 – – 673,230 23,012,093

Straight-line rental income accrual 630,031 1,282,085 – – 305,283 2,217,399

Property operating expenses (4,602,647) (1,280,896) – – (31,781) (5,915,324)

Income from associate – – 3,213,569 6,297 – 3,219,866

net property rental and related income 6,369,042 11,998,394 3,213,569 6,297 946,732 22,534,034

Fairvalueadjustment (4,816,060) 1,050,000 – 6,516 (99,197) (3,858,741)

Investment property 100,621,562 131,233,000 3,000,000 – 13,691,103 248,545,665

Investment property at fair value 98,395,047 128,925,104 3,000,000 – 13,385,820 243,705,971

Straight-line rental income accrual 2,226,515 2,307,896 – – 305,283 4,839,694

Investment in associates – – 41,420,485 4,524,854 – 45,945,339

Other assets 13,675,651 17,408,297 235,910 4,164 18,014,124 49,338,146

total assets 114,297,213 148,641,297 44,656,394 4,529,018 31,705,227 343,829,149

total liabilities 58,115,597 59,078,563 19,216,196 10,220 44,036,124 180,456,700

retail officeLight

industrialaccommo-

dation corporate total

type of property 2016 $

Gross rental income 11,197,234 9,606,224 75,000 2,133,635 – 23,012,093

Straight-line rental income accrual 766,487 1,450,912 – – – 2,217,399

Property operating expenses (4,844,152) (924,872) – (146,300) – (5,915,324)

Income from associate 3,219,866 – – – – 3,219,866

net property rental and related income 10,339,435 10,132,264 75,000 1,987,335 – 22,534,034

Fairvalueadjustment (3,959,544) 100,803 – – – (3,858,741)

Investment property 114,671,561 119,591,104 8,663,000 5,620,000 – 248,545,665

Investment property at fair value 112,308,591 117,114,380 8,663,000 5,620,000 – 243,705,971

Straight-line rental income accrual 2,362,970 2,476,724 – – – 4,839,694

Investment in associates 45,945,339 – – – – 45,945,339

Other assets 14,159,059 23,922,493 647,843 1,987,335 8,621,415 49,338,145

total assets 174,775,959 143,513,597 9,310,843 7,607,335 8,621,415 343,829,149

total liabilities 80,507,020 64,526,372 29,316 – 35,393,992 180,456,700

consoLiDateD statement of chanGes in eQuity

share capital

$

foreign currency

translation reserve

$

antecedentdividend reserve

$

retained earnings/(revenue

deficit)$

totalequity

holders$

GrouP

balance as at 1 July 2014 864,655 52,865 – 19,471 936,991

Profit for the year – – – 183,380 183,380

Foreigncurrencytranslationreservemovement – (838,254) – – (838,254)

Dividends paid – – – (2,963,434) (2,963,434)

Shares issued 130,704,474 – – – 130,704,474

Share issue expenses (3,610,335) – – – (3,610,335)

balance as at 30 June 2015 127,958,794 (785,389) – (2,760,583) 124,412,822

Profit for the year – – – 1,973,789 1,973,789

Dividends paid – – – (8,469,704) (8,469,704)

Foreigncurrencytranslationreservemovement – 783,491 – – 783,491

Shares issued 44,830,306 – – – 44,830,306

Share issue expenses (158,255) – – – (158,255)

Transfer from share issues (635,547) – 635,547 – –

balance as at 30 June 2016 171,995,298 (1,898) 635,547 (9,256,498) 163,372,449

notes

The abridged audited consolidated financial statements for the year ended 30 June 2016 have been prepared in accordancewiththemeasurementandrecognitionrequirementsofInternationalFinancialReportingStandards(“IFRS”),the JSE Listings Requirements, the SEM Listing Rules and the requirements of the Mauritian Companies Act 2001 and the method of computation followed per the abridged audited financial statements for the year ended 30 June 2015.

The Group is required to publish financial results for the year ended 30 June 2016 in terms of the Listing Rule 12.14 of the SEM and JSE Listings Requirements. The directors are not aware of any matters or circumstances arising subsequent to the year ended 30 June 2016 that require any additional disclosure or adjustment to the financial statements. These abridged audited consolidated financial statements were approved by the board on 2 September 2016.

BDO & Co have issued their unqualified audit opinion on the Group’s financial statements for the year ended 30 June 2016. Copies of the abridged audited consolidated financial statements and the statement of direct and indirect interests of each officer of the Company, pursuant to rule 8(2)(m) of the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007, are available free of charge, upon request at the Company’s registered address. Contact person: Kesaven Moothoosamy.

Declaration of final dividend

Shareholders are advised that dividend number 6 of US$5.58000 cents per share for the six months ended 30 June 2016 has been declared. The source of the cash dividend is from rental income and cum-dividend reserve.

salient dates and times

for shareholders on the mauritian register

Announcement of results of cash dividend on JSE and SEM Monday, 5 September 2016

Announcement of US$ to Rand conversion rate released on SEM website by no later than 13:00 Monday, 19 September 2016

Last date to trade cum dividend Tuesday, 20 September 2016

Shares trade ex-dividend Wednesday, 21 September 2016

Record date of dividend on JSE Friday,23September2016

Payment date of dividend Monday, 3 October 2016

notes

1. All dates and times quoted above are local dates and times in Mauritius. The above dates and times are subject to change. Any changes will be released on the SEM website.

2. No dematerialisation or rematerialisation of share certificates nor transfer of shares between sub-registers in MauritiusandSouthAfricamaytakeplacebetweenMonday, 19September2016andFriday,23September2016,both days inclusive.

for shareholders on the south african register

Announcement of results of cash dividend on JSE and SEM Monday, 5 September 2016

Announcement of US$ to Rand conversion rate released on SENS by no later than 11:00 Monday, 19 September 2016

Last date to trade cum dividend Tuesday, 20 September 2016

Shares trade ex-dividend Wednesday, 21 September 2016

Record date of dividend on JSE Friday,23September2016

Payment date of dividend Monday, 3 October 2016

notes

1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be released on SENS.

2. No dematerialisation or rematerialisation of share certificates nor transfer of shares between sub-registers in MauritiusandSouthAfricamaytakeplacebetweenMonday, 19September2016andFriday,23September2016,both days inclusive.

3. Shareholders on the South African sub-register will receive dividends in South African Rand, based on the exchange rate to be obtained by the Company on or before Monday, 19 September 2016. A further announcement in this regard will be made on Monday, 19 September 2016.

In terms of the JSE Listings Requirements regarding Dividends Tax, the following information is only of direct application to shareholders on the South African share register, as the dividend is regarded as a foreign dividend for shareholders on the South African register:

– the final dividend is subject to South African Dividends Tax;

– the local dividend tax rate is 15%;

– there is no withholding tax payable in Mauritius;

– the number of ordinary shares in issue is 100,061,130; and

– the Mauritian income tax reference number of the Company is 27331528.

By order of the board

2 September 2016

Jse sponsor and corporate advisor to mara Delta

sem authorised representative and sponsor to mara Delta